Features of implementation of activity of Open Company on the basis of the model charter

Features of implementation of activity of Open Company on the basis of the model charter

Author

Perepelchenko Anatolii

On April 28, 2019, the Resolution of the Cabinet of Ministers of March 27, 2019 entered into force.
A business company may be established and operate on the basis of a model charter in the manner prescribed by law.
If the company is created and operates on the basis of a model charter, the decision on its creation, which is signed by all founders, indicates information about the type of company, its name, location, subject and objectives, composition of founders and participants, size of authorized (composed) capital, the size of the shares of each of the participants, the procedure for their contributions, as well as information about the activities on the basis of the model charter (Part 10 of Article 82 of the Civil Code).
Thus, the LLC can be created and operate on the basis of a model charter or already in the process of transition to a model charter (in this case there is no possibility to make changes to the CMU model charter, and should comply with all its rules unquestioningly), or develop a charter.
The approved Resolution establishes that:
when submitting documents in electronic form for state registration of a limited liability company (hereinafter - the model charter), or the transition of the company to activities based on the model charter, the version of the model charter, on the basis of which the company operates, is determined by the company (its founders) by choosing the "default" options or the relevant provisions of the model charter approved by this Resolution;
That is, with the electronic form of submission of documents it is possible to choose a more acceptable for a particular LLC version of the sub-items of the model charter (from the various options offered by its approved form). But, as you can see below, this is not possible with the paper form of submission of documents. In this case, all sub-items are selected "by default" (in the form of a model charter, these sub-items are marked with an asterisk).
when submitting documents in paper form for state registration of a limited liability company, which operates on the basis of a model charter, or the transition of a limited liability company to activities on the basis of a model charter of paper documents, it is considered that "default" options are selected;
the portal of electronic services must, from 15.05.2019, ensure the formation of a digital code of the model charter according to a single algorithm, which allows to automatically identify the version of the model charter, on the basis of which the LLC operates;
By this date, the Ministry of Justice must ensure the modernization of the portal of electronic services in the part related to the state registration of LLCs operating on the basis of the model charter, as well as the transition of LLCs to activities based on the model charter. For this purpose, interaction with the applicant is provided in the format of "question-answer", which will allow on the basis of the received answers to form all the necessary documents for state registration or transition to the model charter. The applicant will be provided with guidance on the legal consequences of choosing a particular provision of the model charter.
Therefore, we will have a modernized electronic service for state registration of LLC, which will provide, in particular, the selection and formation of the model charter and its signing by the relevant founders (participants) using a qualified electronic signature.
Importantly! The Ministry of Justice must provide access to the version of the model charter of the LLC selected by the LLC and information on the relevant digital code of the model statute, as well as to the publication of this information in the form of open data.
the model charter approved by the resolution of the Cabinet of Ministers of 16.11.2001 № 1182 (hereinafter - the resolution № 1182), applies only to LLCs that operate on its basis at the time of entry into force of this Resolution, until their transition to activities based on their own charter or the model charter approved by this Resolution;
LLCs, which at the time of entry into force of this Resolution acted on the basis of the model statute approved by Resolution № 1182, and until 18.06.2019 did not switch to activities on the basis of its own statute or model statute approved by this resolution, from 18.06.2019 are considered those who switched to activities on the basis of the model statute approved by this Resolution, by choosing the options "default". Therefore, be careful and timely warn your own management about the update of the model charter of the company, if the company continues to operate on its basis.